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EXHIBIT 10.16




EMPLOYMENT AGREEMENT




     This Employment Agreement is made and entered into as of the 1st day of
June, 2002, by and between EXCHANGE UNDERWRITERS, INC., a Pennsylvania
corporation (the “Company”), and RICHARD B. BOYER (“Boyer”).



WITNESSETH:




     WHEREAS, contemporaneously herewith, a majority of the outstanding shares
of the Company’s capital stock is being purchased from Boyer by FedFirst
Exchange Corporation (the “Buyer”) pursuant to a Stock Purchase Agreement dated
May 29, 2002 (the “Purchase Agreement”); and



     WHEREAS, Boyer has heretofore both owned and been employed as Chief
Executive Officer of the Company; and



     WHEREAS, as a condition of the closing under the Purchase Agreement, Boyer
shall be employed by the Company on the following terms and conditions.



     NOW, THEREFORE, in consideration of the mutual covenants contained herein
and in further consideration of the facts set forth above, and intending to be
legally bound hereby, the parties agree as follows:



Section 1. Employment.




     The Company shall employ Boyer, and Boyer accepts employment by the
Company, on the terms and conditions contained in this Agreement, for a period
of six (6) years commencing as of the date hereof, unless Boyer’s employment is
earlier terminated as hereinafter set forth or extended by mutual agreement of
the parties. In addition, the Company shall have the option to renew this
Agreement for a second period of six (6) years, upon the same terms and
conditions, by giving written notice of such renewal not less than ninety (90)
days prior to the expiration of the first six-year period. The period of
Boyer’s employment hereunder is sometimes hereinafter referred to as the
“Employment Period” and a “year” of employment shall refer to a.twelve (12)
month period commencing on the commencement date of the term hereof and each
anniversary of the commencement date.



Section 2. Duties and Extent of Service.




     Boyer shall serve the Company as its Chief Operating Officer and, subject
to the control and direction of the Company’s Chief Executive Officer and,
secondarily, its Board of Directors (the “Board”), shall pet-faun such services
and duties as he has heretofore perfoined for the Company, such additional
services and duties as relate to the position of Chief Operating Officer, and
consistent with such position, such services and duties as the Board may
reasonably assign or delegate to him from time to time. Boyer shall devote substantially his entire time and attention



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during regular business hours (and outside those hours, when reasonably
necessary to his duties hereunder) to, and will use his best energies and
abilities in the performance of, his duties for the Company and the promotion
of its interests. During the team of his employment hereunder, Boyer shall be
appointed a Vice President of the Company’s parent, First Federal Savings Bank
(the “Bank”) and be elected to the Bank’s Board of Directors. In addition,
Boyer shall hold such other offices within the Company or any affiliate of the
Company to which he may from time to time consent to be elected or appointed.
Boyer agrees to resign from any position he may hold at the Bank and/or on the
Bank’s Board of Directors, upon his termination of employment with the Bank.
Boyer’s duties hereunder shall be performed at the Company’s facilities in
Canonsburg, Pennsylvania, or such other locations as the Board shall reasonably
determine. Boyer shall have no authority to contract for or to obligate the
Company outside the ordinary course of the Company’s business unless the Board
shall specifically confer such authority.



Section 3. Compensation.




          (a) Base Salary. Throughout the Employment Period, Boyer shall be
entitled to receive a base salary (“Base Salary”) of $100,000 plus (i) 20% of
all commissions received by the Company from sales and/or renewals of insurance
policies to Coveralls of North America or any affiliate, franchisee or other
entity licensed to utilize the “Coveralls” trademark (collectively, the
“Coveralls Account”), and (ii) 25% of all first-year commissions generated by
Boyer and received by the Company from sales of insurance policies to new
customers of the Company. The Base Salary shall be paid as and when accrued, in
semi-monthly installments in accordance with the Company’s normal payroll
schedule. In the event of a material change during the Employment Period in
Boyer’s duties and responsibilities as the Company’s Chief Operating Officer
which results in Boyer having greater administrative obligations and being less
able to generate new commissions, the Base Salary shall be reviewed by the
Company and adjusted to reflect any such change so that Boyer will receive
compensation commensurate with that paid to executives with similar
responsibilities in comparable agencies.



          (b) Fringe Benefits. Boyer shall be entitled to health and welfare,
vacation and other employee fringe benefits, including life and disability
insurance, on an equivalent basis to senior officers of the Bank. Moreover,
throughout the term of the Agreement, Boyer shall be provided with the use of a
Company-owned or leased automobile.



Section 4. Business Expenses.




     It is understood that Boyer will, from time to time, incur reasonable
business expenses in connection with his employment. The Company will provide
an expense account for Boyer from which he shall be reimbursed for any such
expenses, provided he shall present a reasonably substantiated, itemized
written account of such expenses.



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Section 5. Disability.




          (a) Disability Defined. As used in this Agreement, the words
“disability” or “disabled” shall mean Boyer’s inability to perform his nolmal
full-time duties for the Company due to physical, mental or emotional
incapacity or impaiinient. The determination of whether Boyer currently is, or
previously was, disabled during any period of his employment shall be made by
an independent physician selected by mutual agreement of the Company and Boyer,
or if they are unable to agree on the selection of a physician, then by the
consensus of three (3) independent physicians, each of whom shall be
appropriately qualified to make the determination. One such physician shall be
selected by the Company, one by Boyer, and those two shall then select a third.
The physician or physicians shall also fix the commencement date of any period
of disability, whether currently or retroactively, and shall determine if and
when such period of disability terminates. Boyer agrees to submit to such
examinations and testing as may be reasonably necessary in order to make any
such evaluation. If a single physician is agreed upon, all costs incurred in
making such determinations, including the physician’s fees, shall be paid by
the Company. Otherwise, such costs shall be equally split between the Company
and Boyer.



          (b) Continuation of Employment: Termination. If Boyer is disabled,
his employment under this Agreement shall continue for a period of six (6)
months following the commencement of his disability. If Boyer’s disability ends
during such six-month period, he shall have the right to resume his full-time
duties for the Company. If Boyer’s disability continues for six (6) months,
then at the expiration of such six-month period, his employment and this
Agreement shall, at the Company’s option, terminate.



               For purposes of determining whether Boyer has been disabled for a period
of at least six months, if Boyer, having once been disabled, shall again be
disabled for a succeeding period or periods, such period or periods shall be
considered as continuations of the first for the purposes of this Agreement.
This rule shall not apply, however, and a new period of disability shall be
commenced, if either of the following conditions is met:



               (1) Boyer returns to full-time duty for three consecutive months between
any two periods of disability; or



               (2) A determination is made that the causes of the periods of disability
are unrelated. Such determination shall be made in the same manner as set forth
in the preceding section 5(a) relating to the determination of disability.



          (b) Disability Insurance. Any disability insurance benefits which
Boyer receives directly from an insurance carrier which are payable under a
policy which has been financed by the Company shall reduce, dollar for dollar,
Boyer’s salary during his disability. The Company agrees, however, that any
such insurance payments received by the Company or Boyer after Boyer’s right to
receive salary under this Agreement shall have terminated shall be the
property of Boyer and, if received by the Company, shall be promptly paid over
to Boyer.



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Section 6.
Proprietary Information, Loyalty and Non-Competition.




          (a) Confidentiality. Boyer acknowledges that the Company now has
and will develop in the future, and that Boyer has learned and will learn in
the future, valuable Proprietary Information (as defined below) relating to the
business of soliciting, selling, renewing, negotiating and placing insurance
policies and related products and services (the “Business”). Boyer covenants
and agrees to keep the Proprietary Information in confidence and to use his
best efforts, for as long as this Agreement remains in effect and for a period
(the “Restriction Period”) commencing on the date hereof and ending five (5)
years after the date on which Boyer ceases to be employed by the Company (the
“Termination Date”), to prevent its dissemination other than
in the normal and proper course of his duties or as authorized in writing by
the Company’s Board. Boyer further covenants and agrees to use the Proprietary
Information exclusively for the benefit of the Company during the Restriction
Period.



          (b) Proprietary Information. “Proprietary Information” shall
include, but not be limited to, the following types of information regarding
the Company: corporate information, including contractual arrangements, plans
and strategies; marketing information, including sales or product plans,
strategies, tactics, methods, prospects, market research data, customer and
potential customer lists; financial information, including cost and performance
data; and operational information, including manufacturing processes and
methods, trade secrets, and technical data; and personal information, including
personnel lists. Proprietary Information includes, and is limited to, that
information which is not generally known and is protected as confidential by
the Company using reasonable efforts, and does not include general skills,
knowledge, personal contacts and experience acquired by Boyer prior to and
during his employment with the Company. Any Proprietary Information developed
by Boyer during the term of this Agreement shall be the property of the
Company.



          (c) Non-Solicitation. Boyer agrees that during the Restriction
Period, he shall not, directly or indirectly, for his own account or as agent,
servant or employee of any business entity, offer to hire or entice away or in
any other manner persuade or attempt to persuade any officer or employee of the
Company to discontinue or otherwise materially and adversely alter the terms of
his or her relationship with the Company.



          (d) Corporate Documents. Boyer agrees that all documents of any
nature pertaining to activities of the Company or to any of the foregoing
matters in his possession at any time, including, without limitation,
memoranda, notebooks, notes, data sheets, and records, are and shall be the
property of the Company and that they and all copies of them shall be
surrendered to the Company whenever requested by the Company from time to time
and with or without request upon termination of Boyer’s
employment.



          (e) Non-Competition. Boyer agrees and covenants that he will not,
directly or indirectly, whether as an officer, director, consultant, employee,
representative, agent, owner (other than as an owner of less than a 5% interest
of a publicly traded company) or otherwise, (i) during the Non-Compete Period
(as defined below), engage in providing services to any



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Competing Business
within a seventy-five (75) mile radius of any office maintained by the Company
on the date hereof or on the Termination Date, or (ii) during the Restriction
Period, solicit business from, or market services or products to, any person or
entity which was, during a period of one (1) year prior to the Termination
Date, a customer of the Company, with respect to the Business or with respect
to any other products or services offered by the Company (or which the Company
made plans or took preparatory steps to offer) during the aforesaid one-year
period. “Competing Business” means the solicitation, sale, renewal, negotiation
or placement of insurance policies and related products and services. “Non
Compete Period” means the period commencing on the date hereof and ending on
the later of (i) the fifth anniversary of the date hereof, or (ii) in the case
of a termination of this Agreement without Cause by the Company pursuant to
Section 7(d) hereof or a Just Cause Termination as defined in Section 7(f)
hereof, the date on which the Company ceases to pay Boyer’s Base Salary in
accordance with Section 7(f) hereof, and in the case of any other termination
of this Agreement, the date which is two (2) years after the Termination Date.



          (f) Severability. It is the parties’ express intention that if a
court of competent jurisdiction finds or holds any provision of this section 6
to be excessively broad as to time, duration, geographical scope, activity or
subject, such provision shall then be construed by limiting or reducing it so
as to comport with then applicable law. In the event any such provision cannot
be limited or reduced so as to comport with then applicable law, then such
provision of this section 6 shall be severable from all other provisions of
this section 6, and the other provisions of this section 6 shall continue to be
enforceable to the fullest extent allowable.



          (g) Injunctive Relief. It is hereby acknowledged and agreed by the
parties that Boyer’s violation of any of the provisions of this section 6 shall
severely damage the Company’s business, and the parties recognize that such
damage shall be difficult to precisely determine. Therefore, it is expressly
agreed that the Company, in addition to any other remedies it may have, shall
be entitled to injunctive relief against Boyer in the event of any such breach.



Section 7. Termination.




          (a) Death of Boyer. This Agreement shall automatically teuininate
upon Boyer’s death.



          (b) Disability of Boyer. This Agreement shall, at the Company’s
option, terminate in
accordance with section 5 relating to Boyer’s disability.



          (c) Company Termination For Cause. The Company may terminate the
employment of Boyer for Cause if:



               (i) the Company notifies Boyer in writing, referencing this section, of
the conduct for which termination for Cause is justified; and



               (ii) Boyer fails within thirty (30) days of receipt of such notice to
cure,



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on a prospective basis, to the reasonable satisfaction of the Company,
the conduct specified in such notice; provided, however, that such thirty-day
cure period shall not be required where the conduct of Boyer falls within item
C or D of the definition of Cause set forth below.



          For purposes of this section 7(c), Cause shall be determined by the Board
of Directors of the Company in good faith and shall mean any of the following
which is materially and demonstrably injurious to the interest, property,
operations, business or reputation of the Company or its subsidiaries or
affiliates:



               A. Boyer’s material breach of the terms of this Agreement;



               B. Boyer’s continuing inattention to, or neglect of, the material duties
to be performed by him, other than by reason of his illness or disability;



               C. Boyer’s engaging in material acts of disloyalty (in breach of a legal
duty) or dishonesty (in violation of criminal law) toward the Company; or



               D. Boyer’s engaging in conduct which has materially injured the business
or reputation of the Company, or which has otherwise materially and adversely
affected its interests, or which reasonably could be expected to so injure its
business or reputation or so affect its interests if Boyer were retained as an
employee.



          (d) Company Termination Without Cause. The Company may tell linate
the employment of Boyer without Cause upon at least sixty (60) days prior
written notice to Boyer. Boyer shall continue to perform his normal duties
during the notice period, provided that the Board shall have the right to
release Boyer from such obligation and to accelerate the Termination Date.



          (e) Boyer Termination. Boyer may resign his employment prior to the
expiration of the Employment Period upon at least sixty (60) days prior written
notice to the Company. Boyer shall continue to perform his normal duties during
the notice period, provided that the Board shall have the
right to release Boyer from such obligation and to accelerate the
effective date of his resignation.



          (f) Effect of Termination. Upon termination of this Agreement and
Boyer’s employment by the Company hereunder pursuant to subsections (a) through
(e) above, all obligations of the Company under this Agreement, except as
provided in Section 9, shall cease except that in the event of a termination of
this Agreement as a result of (i) Boyer’s disability, (ii) a termination
without Cause by the Company or (iii) Boyer’s Just Cause Termination (as
hereinafter defined), the Company shall make monthly payments to Boyer for a
period commencing on the Termination Date and ending at the scheduled
expiration of the Employment Period (excluding any renewal thereof, if the
Company has not then elected to renew the Employment Period for an additional
six years) equal to the sum of (A) Boyer’s monthly Base Salary, plus (B) the
average monthly commissions paid to Boyer during the twelve-month period



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ending
on the termination date (or, if Boyer’s disability occurs during the first year
of this Agreement, then the average monthly commissions paid during the full
period of his Employment) and Boyer shall continue to be eligible for the
fringe benefits outlined in Section 3 hereof for the remainder of the
Employment Period. “Just Cause Termination” means a termination by Boyer of his
employment with the Company which becomes effective within six (6) months
following any material change in the terms and conditions of Boyer’s employment
imposed by the Company (including, without limitation, changes in compensation,
duties and responsibilities, or work location) and not consented to in writing
by Boyer.



          (g) Applicable Taxes. All payments made after Boyer’s termination
of employment shall be subject to whatever taxes the Company is required by law
to withhold or pay from such amounts.



Section 8. Disputes.




     Any controversy or claim arising out of or relating to this Agreement, or
the breach hereof, including, without limitation, any dispute concerning
whether Boyer may properly be terminated for Cause, shall be settled by a
single arbitrator in arbitration with the American Arbitration Association
conducted in Pittsburgh, Pennsylvania, in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon
the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. The arbitrator’s decision shall be in writing and shall
be fmal and nonappealable. The arbitrator’s authority shall include the ability
to render equitable types of relief and, in such event, any aforesaid court may
enter an order enjoining and/or compelling such actions as found by the
arbitrator. Notwithstanding the foregoing, the Company shall not be required to
submit to arbitration any request for injunctive or other equitable relief for
violation or alleged violation by Boyer of the provisions of section 6 hereof.
In the event of arbitration or litigation with respect to Boyer’s rights under
this Agreement, the prevailing party in such action (as determined by the
arbitrator or court, as the case may be) shall be entitled to recover from the
other party its reasonable attorneys’ fees and costs and expenses associated
with the proceedings.



Section 9. Survival.




     The parties acknowledge that certain of the provisions of this Agreement
have continued applicability despite the termination of Boyer’s employment
hereunder. Therefore, the parties agree that the termination of Boyer’s
employment shall not teiininate this Agreement as it pertains to any liability
or other obligation which shall have accrued hereunder up to and including the
date of termination, and the parties shall carry out and be bound by any
provisions hereof which contemplate performance by them subsequent to such
teimination.



Section 10. Indemnification.




     The Company shall defend and hold Boyer harmless to the fullest extent
permitted by applicable law in connection with any civil or criminal claim,
action, suit, investigation or



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proceeding arising out of or relating to
performance by Boyer of services for, or action of Boyer as a director, officer
or employee of the Company, or of any other person or enterprise at the request
of the Company. Expenses incurred by Boyer in defending any such claim, action,
suit, investigation or proceeding shall be paid by the Company in advance of
the final disposition thereof upon the receipt by the Company of an undertaking
by or on behalf of Boyer to repay said amount if it shall ultimately be
determined that Boyer is not entitled to be indemnified hereunder. The
foregoing shall be in addition to, and shall not be deemed to limit in any
respect, any indemnification rights Boyer may have by law, contract, charter,
by-law or otherwise.



Section 11. Entire Agreement.




     This Agreement shall constitute the entire agreement between the Company
and Boyer with respect to Boyer’s employment by the Company, and supersedes all
prior agreements, if any, whether written or oral, between them, relating
thereto. This Agreement may be amended or altered only by the written agreement
of the Company and Boyer.



Section 12. Notice.




     Any notice to be given hereunder shall be deemed given when personally
delivered to the party to receive such notice, or when mailed, postage prepaid,
by registered or certified mail, or by express delivery service, if to the
Company, to its principal office to the attention of an executive officer other
than Boyer, with a copy to the Bank at P. O. Box 369, Donner at Sixth,
Monessen, Pennsylvania 15062, Attention: President, and if to Boyer, to his
residence address
appearing on the books of the Company. Such addresses may be changed by notice
in writing to the other party as aforesaid.



Section 13. Binding Effect.




     This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, the successors and assigns of the Company, and the heirs and
personal representatives of Boyer, but neither this Agreement nor any of the
rights hereunder shall be assignable or delegable by Boyer.



Section 14. Severability.




     Each provision of this Agreement is severable from the others, and if any
provision hereof shall be to any extent unenforceable, it and the other
provisions hereof shall continue to be enforceable to the full extent
allowable.



Section 15. Interpretation.




     This Agreement shall be construed in accordance with and governed by the
laws of the Commonwealth of Pennsylvania.



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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed the day and year first above written.



	 	 	 
	ATTEST:

	 	EXCHANGE UNDERWRITERS, INC.
	 
	 	 
	/s/Richard B. Boyer

	 	By: /s/Richard B. Boyer
	


	 	

	

	 	Name: Richard B. Boyer
	

	 	Title: President
	 
	 	 
	WITNESS:

	 	BOYER:
	 
	 	 
	/s/ Marilyn Faysor

	 	/s/Richard B. Boyer
	


	 	

	

	 	Richard B. Boyer








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